Completion of Transition Sample Clauses

Completion of Transition. (a) Solectron reserves the right to monitor, test and otherwise observe and participate in the Transition. IBM will notify Solectron promptly if any Solectron monitoring, testing or participation has caused (or IBM expects Solectron/IBM Confidential * Omitted and filed separately with the SEC pursuant to a confidential treatment request it to cause) a problem or delay in the Transition and work with Solectron to prevent or circumvent the problem or delay. (b) Solectron may elect to suspend the Transition at any time, including in the event the Transition is not proceeding substantially in accordance with the requirements of the approved Transition Plan or is causing unplanned disruptions or other material adverse effects to Solectron’s (or its Affiliates’) businesses. During any suspension period, IBM will continue to perform the Services as required under the Agreement in the manner the Services were performed prior to the commencement of the applicable phase of the Transition. Suspension of the Transition, where caused by IBM’s failure to perform material obligations in respect of the Transition in accordance with the requirements of the approved Transition Plan or the Agreement, will be at no additional charge to Solectron and will continue until IBM demonstrates, to Solectron’s reasonable satisfaction, that IBM is ready to comply with such requirements and/or end any disruptions or adverse effects. IBM will be responsible, at no additional expense, for achieving the Transition schedule notwithstanding the suspension; provided, however, that if Solectron suspends or stops the Transition due to no fault of IBM, and if the suspension would cause IBM to incur incremental costs or expenses, IBM may so notify Solectron, providing a good faith estimate of such costs and expenses IBM expects to incur. In that case, Solectron’s right to continue the suspension will be subject to Solectron agreeing to reimburse IBM for its incremental costs and expenses incurred as a direct result of the suspension (c) Delays In Transition Notwithstanding any other provision of this Agreement, if there are delays to the Transition, Solectron shall have the right to terminate this Agreement as specified below: (i) If the delays, whether or not material, to the Transition are due to the fault of IBM and constitute a material breach, Solectron shall have the right, subject to IBM’s right to cure such delay within 15 days of notice from Solectron, to terminate this Agreement pursuan...

Completion of Transition. (A) Federal-Mogul Local Entity reserves the right to monitor, test and otherwise observe and participate in each Transition. IBM Local Entity will notify Federal-Mogul Local Entity without delay if any Federal-Mogul Local Entity monitoring, testing or participation has caused (or IBM Local Entity expects it to cause) a problem or delay in any Transition and work with Federal-Mogul Local Entity to prevent or circumvent the problem or delay. (B) In IBM Local Entity’s performance of the Transition, no functionality of Federal-Mogul Local Entity’s then-current environment will be discontinued until IBM Local Entity demonstrates to Federal-Mogul Local Entity’s reasonable satisfaction that the affected processes and operations have been migrated to IBM Local Entity’s target environment, Federal-Mogul Local Entity has signed-off on such migration and IBM Local Entity has commenced providing the relevant Services in accordance with the Transition Plan. 4 Country Agreement (Pro Forma)

Completion of Transition. This Agreement shall terminate upon the delivery of written notice of termination by Buyer to Seller Parties or automatically upon delivery of written confirmation by Buyer to Seller Parties of the successful completion of each of the following: (i) Buyer’s entry into contracts (each, a “Payor Contract”) under Buyer’s taxpayer identification number with governmental and commercial payors (collectively, the “Payors”) that (A) collectively comprise at least 90% of all Sellers’ Collections (as defined below) in the 12-month period ending on the Effective Date and (B) provide for financial reimbursement at payment rates comparable to or better than those the applicable Seller Party is entitled to receive under such Seller Party’s contract with such Payor. The term “Sellers’ Collections” shall mean all cash collections of Seller Parties attributable to professional medical and other healthcare services rendered in the operation of the Business, but excluding all amounts received (X) directly from a patient, (Y) on account of goods sold to a patient, and (Z) from an employer for services rendered to its employee;

Completion of Transition. When DST has completed the transition of the Continuum Systems from the Austin Data Center to the DST Data Center and disposed of all equipment it does not desire to relocate to DST Data Center, DST will notify Continuum thereof.

Completion of Transition. This Agreement shall terminate automatically upon the delivery of written confirmation by Buyer to Seller Parties of the successful completion of each of the following: (i) Buyer’s entry into contracts (each, a “Payor Contract”) under Buyer’s taxpayer identification number with governmental and commercial payors (collectively, the “Payors”) that (A) collectively comprise at least 90% of all Sellers’ Collections (as defined below) in the 12-month period ending on the Effective Date and (B) provide for financial reimbursement at payment rates comparable to or better than those the applicable Seller Party is entitled to receive under such Seller Party’s contract with such Payor. The term “Sellers’ Collections” shall mean all cash collections of Seller Parties attributable to professional medical and other healthcare services rendered in the operation of the Business, but excluding all amounts received (X) directly from a patient, (Y) on account of goods sold to a patient, and (Z) from an employer for services rendered to its employee. A list of the Payors that made payments comprising Sellers’ Collections, and the amount of Sellers’ Collections attributable to each Payor shall be set forth on Schedule 5.2(c);

Completion of Transition. Provided that the Final Release Conditions have been satisfied in full (the date such conditions are satisfied, the “Final Release Date”), then, ninety-one (91) days following the Final Release Date (provided the Final Release Conditions remained satisfied for the entirety of such period), Landlord shall: On behalf of itself, and its current and former subsidiaries, successors, assigns, Affiliates, agents, attorneys, employees, members, partners, officers and directors (all of the foregoing persons, collectively, the “Landlord Release Parties”), release Tenant and its current and former subsidiaries, successors, assigns, Affiliates, agents, attorneys, employees, members, partners, officers and directors (all of the foregoing persons, collectively, the “Tenant Release Parties”) from any and all liabilities, claims, actions, causes of action, suits, debts, accounts, damages, injuries or demands of whatever kind or nature (including, without limitation, any claims for attorneys’ fees) related to its obligations under the Master Lease, the Facilities or the operations thereof that any of them had, now have or may have, whether fixed, liquidated or contingent, whether known or unknown and whether asserted by way of claim, counterclaim, cross-claim, action for indemnity, contribution or otherwise, but expressly excluding (i) fraud and (ii) obligations under the Master Lease that expressly survive termination pursuant to the terms of the Master Lease (and the Guaranty shall continue to pertain with respect to such obligations); and

Completion of Transition. This Agreement shall terminate automatically upon the delivery of written confirmation by Buyer to Seller Parties of the successful completion of each of the following:

Completion of Transition. (A) Federal-Mogul reserves the right to monitor, test and otherwise observe and participate in each Transition. IBM will notify Federal-Mogul without delay if any Federal-Mogul monitoring, testing or participation has caused (or IBM expects it to cause) a problem or delay in any Transition and work with Federal-Mogul to prevent or circumvent the problem or delay. (B) In IBM’s performance of each Transition, no functionality of Federal-Mogul’s then-current environment will be discontinued until IBM demonstrates to Federal-Mogul’s reasonable satisfaction that the affected processes and operations have been migrated to IBM’s target environment, Federal-Mogul has signed-off on such migration and IBM has commenced providing the relevant Services in accordance with the Transition Plan.

Completion of Transition. The Parties shall use their commercially reasonable efforts to complete the transition of the Transitioned Manufacturing as soon as practicable. Upon request of Purchaser, Amgen shall provide [*] for the transition of the manufacturing of Bulk Drug Substance, as the case may be, in each case as reasonably necessary to facilitate the transition of the Transitioned Manufacturing, but in no event shall Amgen have any obligation to provide [*] with respect to the transition of the Transitioned Manufacturing. Amgen shall continue to provide to Purchaser supply of Drug Product in accordance with Purchaser’s purchase orders for Drug Product in the Licensee Indications in the Territory in accordance with Section 2.2 (Forecasts and Orders) until the Third-Party manufacturer is approved by the applicable Regulatory Authorities to perform the Transitioned Manufacturing of the Drug Product in the Licensee Indications in the Territory (the